SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          ----------------------------

                                    FORM 10-Q
(Mark One)

   [x]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934

                         For the quarterly period ended
                                December 31, 1998

   [ ]        TRANSITION   REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
              SECURITIES EXCHANGE ACT OF 1934

                         for the transition period from
           ___________________________ To ___________________________

   Commission File Numbers 333-23893; 333-23893-01; 333-23893-02; 333-23893-03

                     --------------------------------------

                               CFP HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                             95-4413619
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                                      2013
                          (Primary Standard Industrial
                           Classification Code Number)



                                 CFP GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                              95-4616486
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)
                                      2013
                          (Primary Standard Industrial
                           Classification Code Number)



                           CUSTOM FOOD PRODUCTS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

        California                                              95-3760291
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)
                                      2013
                          (Primary Standard Industrial
                           Classification Code Number)



                              QF ACQUISITION CORP.
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                               22-3174301
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)
                                      2013
                          (Primary Standard Industrial

                      ------------------------------------

                             1117 West Olympic Blvd.
                              Montebello, CA 90640
    (Address, Including Zip Code of Registrant's Principal Executive Offices)

                                  800-423-3903
              (Registrant's telephone number, including area code)

                      ------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter  period that the registrant was required
to file such reports),  and (2) has been subject to filing  requirements for the
past 90 days.

                        [x] YES                   [ ] NO

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


          Class                                Outstanding at January 31, 1999
          -----                                -------------------------------
Voting Common Stock - Class A, $.01 par value               14,705
Non-voting common Stock - Class A, $.01 par value           11,241
Non-voting common Stock - Class B $.01 par value             3,059



<PAGE>


                        CFP Group, Inc. and Subsidiaries

                                    FORM 10-Q

                                      INDEX


Part I. Financial Information                                             Page #
        Item 1. Financial Statements                                      ------

                Consolidated Balance Sheets - 
                  March 31, 1998 and December 31, 1998                      1

                Consolidated Statements of Operations -
                  Three months and nine months ended
                       December 31, 1998 and 1997                           2

                Consolidated Statements of Cash Flows -        
                   Nine months ended December 31, 1998 and 1997             3

                Notes to Consolidated Financial Statements                  4

        Item 2. Management's Discussion and Analysis of        
                  Financial Condition and Results of Operations             7

Part II Other Information

              Item 6.    Exhibits and Reports on Form 8-K                  11

Signatures

Exhibit Index


<PAGE>


Part I Financial Information
<TABLE>
       Item 1.  Financial Statements

                                                  CFP GROUP, INC. AND SUBSIDIARIES
                                                     CONSOLIDATED BALANCE SHEETS
                                                             (UNAUDITED)
                                                               ASSETS

<CAPTION>
                                                                                                       March 31,        December 31,
                                                                                                         1998               1998
                                                                                                       ---------          ---------
                                                                                                              (in thousands)
<S>                                                                                                    <C>                <C>      
Current assets:
   Cash and cash equivalents                                                                           $   1,344          $   1,683
   Accounts receivable, net of allowance for doubtful accounts of $115,000
     and $225,000 at March 31, 1998 and December 31, 1998, respectively                                   12,007             11,668
   Inventories                                                                                            15,718             14,331
   Prepaid expenses and other current assets                                                                 890              1,003
                                                                                                       ---------          ---------
     Total current assets                                                                                 29,959             28,685
Property and equipment, net                                                                               27,004             29,099
Costs in excess of net assets acquired, net                                                               68,608             66,048
Intangible and other assets, net                                                                           7,508              6,805
                                                                                                       ---------          ---------
     Total                                                                                             $ 133,079          $ 130,637
                                                                                                       =========          =========

                                              LIABILITIES AND STOCKHOLDERS' DEFICIENCY


Current liabilities:
   Current portion of long-term debt                                                                   $   2,232          $     735
   Accounts payable                                                                                        6,816              5,096
   Accrued expenses and other current liabilities                                                          5,404              9,254
                                                                                                       ---------          ---------
Total current liabilities                                                                                 14,452             15,085
                                                                                                       ---------          ---------
Long term debt                                                                                           141,267            141,040
                                                                                                       ---------          ---------
Commitments and contingencies
Redeemable common stock                                                                                    2,319              2,319
                                                                                                       ---------          ---------
Stockholders' deficiency:
   Preferred stock, $.01 par value; 6,472 shares authorized, none issued and
   outstanding
   Voting common stock - Class A, $.01 par value; 100,000 shares authorized,
   14,705 shares issued and outstanding                                                                    3,196              3,196
   Nonvoting common stock - Class A, $.01 par value; 25,000 shares
   authorized, 11,241 (inclusive of 3,011 shares classified as redeemable
   common stock) shares issued and outstanding                                                             2,204              2,204
   Nonvoting common stock - Class B, $.01 par value; 25,000 shares
   authorized, 3,059 shares (inclusive of 2,162 shares classified as redeemable
   common stock) issued and outstanding                                                                      623                623
   Stockholders' notes receivable                                                                           (203)              (203)
   Accumulated deficit                                                                                   (30,779)           (33,627)
                                                                                                       ---------          ---------
   Total stockholders' deficiency                                                                        (24,959)           (27,807)
                                                                                                       ---------          ---------
     Total                                                                                             $ 133,079          $ 130,637
                                                                                                       =========          =========

<FN>
                                    See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                                                  1

<PAGE>


<TABLE>
                                                  CFP GROUP, INC. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                                             (UNAUDITED)

<CAPTION>
                                                                           Three Months Ended                 Nine Months Ended
                                                                       --------------------------        --------------------------
                                                                      December 31,    December 31,     December 31,     December 31,
                                                                         1997             1998             1997             1998
                                                                       ---------        ---------        ---------        ---------
                                                                              (in thousands)
<S>                                                                    <C>              <C>              <C>              <C>      
Sales                                                                  $  47,335        $  46,137        $ 138,683        $ 135,483
Cost of Sales                                                             40,660           37,376          116,448          109,441
                                                                       ---------        ---------        ---------        ---------
Gross Profit                                                               6,675            8,761           22,235           26,042
Selling, general and administrative expenses                               4,503            4,848           12,789           14,398
Terminated transaction related costs                                                                                            256
                                                                       ---------        ---------        ---------        ---------
Income from operations                                                     2,172            3,913            9,446           11,388
Interest expense                                                           4,332            4,306           12,894           13,002
                                                                       ---------        ---------        ---------        ---------
Loss before income taxes and extraordinary item                           (2,160)            (393)          (3,448)          (1,614)
Provision for income taxes                                                                                                      231
                                                                       ---------        ---------        ---------        ---------
Net loss before extraordinary item                                        (2,160)            (393)          (3,448)          (1,845)
Extraordinary loss on early extinguishment of debt                                                                            1,003
                                                                       ---------        ---------        ---------        ---------
Net loss                                                               $  (2,160)       $    (393)       $  (3,448)       $  (2,848)
                                                                       =========        =========        =========        =========

<FN>
                                    See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                                                  2

<PAGE>


<TABLE>
                                                  CFP GROUP, INC. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                             (UNAUDITED)

<CAPTION>
                                                                                                            Nine Months Ended
                                                                                                       Dec. 31,            Dec. 31,
                                                                                                         1997               1998
                                                                                                       --------            --------
<S>                                                                                                    <C>                 <C>      
Cash flows from operating activities:
 Net loss                                                                                              $ (3,448)           $ (2,848)
 Adjustments to reconcile net loss to net cash provided by operating
     activities:
  Depreciation and amortization                                                                           4,943               4,850
  Amortization of deferred financing costs and original issue discount                                      962                 898
  Loss on Sale of Equipment                                                                                  15
  Extraordinary loss on early extinguishment of debt                                                                          1,003
  Changes in assets and liabilities:
   Accounts receivable                                                                                   (1,585)                338
   Inventories                                                                                           (7,462)              1,387
   Prepaid expenses and other current assets                                                                697                 (54)
   Income taxes receivable/payable                                                                                               88
   Accounts payable                                                                                       4,411              (1,721)
   Accrued expenses and other current liabilities                                                         3,811               3,764
                                                                                                       --------            --------
    Net cash provided by operating activities                                                             2,344               7,705
                                                                                                       --------            --------
Cash flows from investing activities:
 Acquisition of property and equipment                                                                   (4,258)             (4,385)
 Proceeds from sale of equipment                                                                          1,137
 Other assets                                                                                              (435)               (721)
                                                                                                       --------            --------
    Net cash used in investing activities                                                                (3,556)             (5,106)
                                                                                                       --------            --------
Cash flows from financing activities:
 Borrowings under revolving loan facility                                                                15,000               9,144
 Repayment of revolving loan facilities                                                                 (12,500)            (10,500)
 Proceeds from issuance of long term-debt                                                                   992              14,127
 Repayment of long-term debt and capitalized lease obligations                                           (1,270)            (14,496)
 Deferred financing costs                                                                                  (308)               (615)
 Proceeds from sale of common stock                                                                          15
 Collection of shareholder notes receivable                                                                   1
 Purchase of common stock                                                                                   (63)
                                                                                                       --------            --------
    Net cash provided by (used in) financing activities                                                   1,867              (2,340)
                                                                                                       --------            --------
Net (decrease) increase in cash                                                                             655                 339
Cash, beginning of period                                                                                 2,139               1,344
                                                                                                       --------            --------
Cash, end of period                                                                                    $  2,794            $  1,683
                                                                                                       ========            ========

Supplemental disclosures of cash flow information:
 Cash paid during the period for:
  Interest                                                                                             $  8,328            $  9,139
 Income taxes                                                                                          $      0            $    131

<FN>
                                    See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                                                  3

<PAGE>


                        CFP GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1: BASIS OF PRESENTATION

         The accompanying  unaudited  consolidated  financial  statements of CFP
Group, Inc. and its wholly-owned subsidiaries (the "Company") have been prepared
in accordance with the  instructions  for Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required  by  GAAP  for  complete  financial  statements.   In  the  opinion  of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
period are not  necessarily  indicative  of the results that may be expected for
the full fiscal year. The accompanying  financial statements include the results
of CFP Group,  Inc. ("CFP Group") and its wholly-owned  subsidiary CFP Holdings,
Inc. ("CFP Holdings"),  and CFP Holdings' wholly-owned  subsidiaries Custom Food
Products,  Inc. ("Custom Foods") and QF Acquisition Corp. ("Quality Foods"). The
consolidated  financial  statements  as  presented  herein  should  be  read  in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included in the  Company's  Annual Report on Form 10-K for the fiscal year ended
March 31, 1998.

         The  Company's  fiscal year is the 52 or 53 week  period  ending on the
Saturday  nearest to March 31. The  Company's  three month  periods ended on the
Saturday  nearest  December  31,  1998 and 1997 were 13 weeks in  duration.  The
Company's nine month periods ended on the Saturday nearest December 31, 1998 and
1997 were 39 weeks in duration. For simplicity of presentation,  the Company has
described  the interim  periods and year end period herein as ending on December
31 and March 31 respectively.

NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS

         In June 1997, the Financial Accounting Standards Board issued Financial
Accounting  Standard No. 131,  "Disclosure  about  Segments of an Enterprise and
Related   Information"  ("SFAS  131"),  which  requires  disclosure  of  certain
information  about  operating  segments,  geographic  areas in which the Company
operates,  major customers, and products and services. The Company will evaluate
the effect  that this new  standard  has on the  Company's  financial  statement
presentation,  and the required  information  will be reflected in the financial
statements for the year ended March 31, 1999.

NOTE 3: LOAN AND SECURITY AGREEMENT

         On May 5, 1998,  the  Company  entered  into a $40.0  million  loan and
security  agreement  (the  "Loan  and  Security  Agreement")  with  a  financial
institution  providing for revolving credit loans (the "Revolver") and term loan
and equipment loan options.  Maximum borrowings under the Revolver cannot exceed
$40.0  million,  subject to a  borrowing  base and other  limitations  including
amounts outstanding under the term loans,  letters of credit and other borrowing
instruments under the Loan and Security Agreement. Borrowings under the Loan and
Security

                                        4

<PAGE>


Agreement  bear  interest at varying  rates as  disclosed in Note 5. All amounts
outstanding under the Loan and Security  Agreement become due and payable in May
2002.

         Loans   under  the  Loan  and   Security   Agreement   are  secured  by
substantially all of the Company's  assets,  including a pledge of all the stock
of Quality Foods and Custom Foods, are guaranteed by the Company's subsidiaries,
which guarantees are secured by substantially all of the assets of the Company's
subsidiaries,  and are  further  secured  by a  pledge  of all the  stock of CFP
Holdings,  Inc.  The Loan  and  Security  Agreement  and the  indenture  contain
numerous restrictive covenants,  which limit the discretion of the management of
the Company with respect to certain  business  matters.  These  covenants  place
significant  restrictions on, among other things,  the ability of the Company to
incur additional  indebtedness,  to create liens or other  encumbrances,  to pay
dividends  or make  other  restricted  payments,  to make  investments,  to make
capital expenditures, loans and guarantees and to sell or otherwise dispose of a
substantial portion of assets to, or merge or consolidate with, another entity.

                                        5

<PAGE>

NOTE 4: INVENTORIES
     Inventories consisted of the following:

                                                   March 31,        December 31,
                                                      1998              1998
                                                     -------          -------
Raw materials                                        $ 5,655          $ 4,326
Work-in-process                                        3,470            4,140
Finished goods                                         6,593            5,865
                                                     -------          -------
  Total                                              $15,718          $14,331
                                                     =======          =======

NOTE 5: LONG-TERM OBLIGATIONS
                                                          March 31,   Dec. 31,
                                                            1998        1998
                                                          ---------   ---------
Long-term obligations consisted of the following:

Senior  notes  payable,   interest  at  115/8%  payable
     semiannually, principal due January 2004.            $ 115,000   $ 115,000

Term note  payable to a bank,  interest  at a reference
     rate   (8.5%  at  March  31,   1998)  plus  2%  or
     Eurodollar  rate (5.7% at March 31,  1998) plus 3%
     payable semiannually,  principal payable quarterly
     at $1.0  million  increasing  to $2.2 million with
     the remaining balance due in June 2002.                  9,000

Term note payable to a financial institution,  interest
     at a reference  rate (7.75% at December  31, 1998)
     or  Eurodollar  rate (5.16% at December  31, 1998)
     plus 2.25%,  entire  principal  balance due in May
     2002.                                                               10,000

Revolving  loan  payable  to  a  bank,  interest  at  a
     reference rate (8.5% at March 31, 1998) plus 1.25%
     or  Eurodollar  rate (5.7% at March 31, 1998) plus
     2.5% payable quarterly, expires June 2002.               5,000

Revolving  loan  payable  to a  financial  institution,
     interest  at a  reference  rate (7.75% at December
     31,  1998) or  Eurodollar  rate (5.16% at December
     31, 1998) plus 2.25% , expires May 2002.                             2,771

Debt assumed  in  connection  with the  acquisition  of
     Quality   Foods:  

     Revenue  bond  payable to a  government  financing
           authority,  interest  at  a  reference  rate
           (5.16% at December  31,  1998) not to exceed
           18%  payable  monthly,   principal   payable
           annually at $100,000 increasing  to $400,000
           through December 2014.                             4,200       4,200

     Notes Payable to a government agency,  interest at
           2%, payable with principal  monthly  through
           April  2012,   collateralized  in  a  second
           position  on  the   Company's   Philadelphia
           facility.                                          1,955       1,803

     Note  payable to a government agency,  interest at
           0.5% payable  monthly  beginning  April 1999
           through October 2005, principal and interest
           payable in equal monthly  installments  from
           November    2005    through    April   2010,
           collateralized in a shared third position on
           the Company's Philadelphia facility.               1,000       1,000

     Notes payable to a government agency,  interest at
           5.25% payable monthly with principal through
           February  2012,  collateralized  in a shared
           third position on the Company's Philadelphia
           facility.                                            710         687

Capital lease  obligations  payable in varying  monthly
     installments   through  2021,   collateralized  by
     buildings and  equipment  with a net book value of
     $6,317,000 and $5,644,000,  at March 31, 1998, and
     December 31, 1998 respectively.                          6,634       6,314
                                                          ---------   ---------
Total                                                       143,499     141,775
Less current portion                                         (2,232)       (735)
                                                          ---------   ---------
Long-term debt                                            $ 141,267   $ 141,040
                                                          =========   =========
                                        6

<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations.

General

         The  following  is  management's  discussion  and  analysis  of certain
significant  factors which have affected the  Company's  financial  position and
operating  results during the periods included in the accompanying  consolidated
financial statements.

Results of Operations

Three months ended December 31, 1998 compared to three months ended December 31,
1997.

         Net Sales.  Net sales  decreased by 3% to $46.1 million for the current
year quarter from $47.3 million for the prior year quarter. Total pounds sold by
the company  decreased  slightly  to 27.8  million  pounds for the current  year
quarter from 27.9 million pounds for the prior year quarter. The small quarterly
decrease in net sales was primarily due to a decrease in non value added product
sales due to a strategic  emphasis on reducing sales of low margin products . On
an overall  basis,  sales in pounds of the  Company's  higher margin value added
products  increased  slightly.  The net sales price decreased to $1.66 per pound
from  $1.70  per  pound  primarily  as a result  of,  the  current  low cost raw
materials  market and its effect on variable  price  contracts,  and to a lesser
extent sales mix variations.

         Gross  Profit.  Gross profit  increased to $8.8 million for the current
year  quarter from $6.7  million for the prior year  quarter.  This $2.1 million
increase was primarily due to increased sales of value added products, increased
efficiencies in operations, and the impact of favorable raw material prices. The
gross margin  increased to 19.0% for the current year quarter from 14.1% for the
prior year quarter for the same reasons.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses  increased to $4.8 million for the current year quarter
from $4.5  million  for the  prior  year  quarter,  primarily  due to  strategic
staffing additions.

         Income from Operations. As a result of the foregoing items, income from
operations  increased  to $3.9  million for the current  year  quarter from $2.2
million for the current year quarter.

         Interest  Expense.  Interest  expense was flat at $4.3  million for the
current year quarter when compared to the prior year quarter.

                                       7

<PAGE>


         Provision for Income Taxes. The provision for income taxes was zero for
both the current year and prior year quarter. For the quarter ended December 31,
1998 the expected  income tax benefit based on the statutory rate was reduced to
zero  because the  company  provided a  valuation  allowance  related to the net
operating loss carry forward.

         Net Loss.  A net loss of $0.4 million was incurred for the current year
quarter  versus a net loss of $2.2 million for the prior year quarter due to the
net impact of the foregoing items.

Nine months ended  December 31, 1998 compared to nine months ended  December 31,
1997.

         Net Sales.  Net sales  decreased by 2% to $135.5 million for the period
ended  December 31, 1998 from $138.7  million for the period ended  December 31,
1997.  Total pounds sold by the company  decreased by 2% to 79.6 million  pounds
for the period ended  December 31, 1998 from 81.2 million  pounds for the period
ended  December 31, 1997. The small decrease in net sales was primarily due to a
decrease  in  non-value-added  product  sales  due  to the  Company's  strategic
decision  to stop  selling  certain  low margin  products.  The net sales  price
decreased to $1.70 per pound from $1.71 per pound  primarily as a result of, the
current  low  cost  raw  materials  market  and its  effect  on  variable  price
contracts, and to a lesser extent sales mix variations.

         Gross  Profit.  Gross profit  increased to $26.0 million for the period
ended  December 31, 1998 from $22.2  million for the period  ended  December 31,
1997. This $3.8 million increase was primarily due to increased  efficiencies in
operations,  and the impact of favorable raw material  prices.  The gross margin
increased  to 19.2% for the period  ended  December  31, 1998 from 16.0% for the
period ended December 31, 1997 for the same reasons.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative expenses increased to $14.4 million for the period ended December
31, 1998 from $12.8  million for the period ended  December 31, 1997,  primarily
due to strategic staffing additions.

         Terminated  Transaction Related Costs. In the period ended December 31,
1998, the Company  expensed  $256,000 in  transaction  costs  associated  with a
potential acquisition which has been terminated.

         Income from Operations. As a result of the foregoing items, income from
operations  increased to $11.4  million for the period  ended  December 31, 1998
from $9.4 million for the period ended December 31, 1997.

         Interest Expense. Interest expense was up slightly at $13.0 million for
the period ended December 31, 1998 when compared to $12.9 million for the period
ended December 31, 1997.

                                       8

<PAGE>


         Provision for Income Taxes. The provision for income taxes increased to
$231,000 for the period  ended  December 31, 1998 from zero for the period ended
December 31, 1997,  to provide for various  state income  taxes.  For the period
ended  December 31, 1998 the expected  income tax benefit based on the statutory
rate was  reduced to zero  because the  company  provided a valuation  allowance
related to its net operating loss carry forward.

         Extraordinary Loss. The Company used proceeds from new borrowings under
the Loan and Security Agreement to repay all amounts outstanding under its prior
credit agreement. In connection with these repayments,  an extraordinary loss on
the  extinguishment of debt of approximately  $1.0 million dollars was recorded.
This amount principally consisted of unamortized deferred financing costs.

         Net Loss.  A net loss of $2.8 million was incurred for the period ended
December  31,  1998  versus  a net loss of $3.4  million  for the  period  ended
December 31, 1997 due to the net impact of the foregoing items.

         Year 2000 Issue

                  Introduction:  The term  "year 2000  issue" is a general  term
used to  describe  the  various  problems  that may  result  from  the  improper
processing  of dates and date  sensitive  calculations  by  computers  and other
machinery as the year 2000 is approached and reached.  These problems  generally
arise in cases where  computer  systems or any equipment with computer chips use
two-digit  fields that recognize  dates using the assumption  that the first two
digits  are "19".  On January 1,  2000,  any clock or date  recording  mechanism
including  date  sensitive  software  that uses only two digits to represent the
year may recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculations,  causing disruption of
operations,  including  among  other  things a  temporary  inability  to process
transactions, send invoices or engage in similar activities.

                  State of  Readiness:  The Company has selected a new Year 2000
compliant  Enterprise Wide System and currently  expects to have this new system
implemented  by the end of calendar  1999.  Further,  the  Company is  currently
engaged in a review of its computer systems and applications, including packaged
software used by the Company,  that will not be addressed by the new system. The
Company expects to make any  modifications  required to resolve year 2000 issues
in a timely manner and leave adequate time to assess and correct any significant
issues that may materialize.  These modifications  include a plan to upgrade our
current  enterprise systems to be Year 2000 compliant by March 1999. The Company
has also initiated formal  communications with selected vendors and customers to
determine the extent to which the Company is vulnerable to those third  parties'
failure  to  remediate  their  own year 2000  issues.  The  Company  can give no
guarantee that the systems of other companies on which the Company's systems

                                       9

<PAGE>


rely will be converted on time or that failure to convert by another  company or
a conversion  that is incompatible  with the Company's  systems would not have a
material  adverse  effect on the Company.  The Company is taking steps to reduce
the likelihood that such failures could affect the Company's systems through any
electronic communications.

                  Costs to Address  the Year 2000 Issue:  The  Company  does not
expect that the review and  modifications  of the Company's  current  enterprise
systems as described  above,  excluding the cost of implementing the new system,
will require material  expenditures.  The new system purchase,  installation and
training is projected to cost approximately $900,000.

                  Risks  Presented  by the Year 2000  Issue:  If the  Company is
unable  to  successfully   implement  the  upgrades  to  its  existing   systems
sufficiently  in advance of the year 2000 or if any other  system  modifications
required to address  the  Company's  year 2000  issues are not made,  or are not
timely,  the year  2000  issues  could  have a  material  adverse  impact on the
operations and financial results and conditions of the Company. In addition,  if
any third  parties  who  provide  goods and  services  that are  critical to the
Company's  business  activities  fail to  appropriately  address their year 2000
issues,  there could be a material  adverse  effect on the  Company's  financial
condition and results of operations.

                  Contingency  Plans:  Based on the assessment  efforts to date,
the  Company  does not  believe  that the Year 2000  issue  will have a material
adverse effect on its financial condition or results of operations.  The Company
will  develop  appropriate  contingency  plans in the event  that a  significant
exposure is identified.

         Liquidity and Financial Resources

                  The  Company's  total  consolidated  indebtedness  was  $141.8
million at December 31, 1998.  Interest payments on the 11 5/8% Senior Notes and
anticipated  interest  and  principal  payments  under  the  Loan  and  Security
Agreement represent  significant  obligations of the Company. The 11 5/8% Senior
Notes require semi-annual  interest payments of approximately $6.7 million which
commenced in July 1997.  Borrowings  under the Loan and Security  Agreement bear
interest  at  floating  rates.  Approximately  $5.0  million of the  Revolver is
reserved to provide  letters of credit  supporting the  industrial  revenue bond
issue  with  respect  to  Quality   Foods'   Philadelphia   facility  and  other
obligations.

                  The Company's primary sources of liquidity are cash flows from
operations and borrowings under the Revolver. At December 31, 1998 approximately
$10.8  million was available to the Company for  borrowings  under the Revolver,
subject to inventory and accounts  receivable  levels.  The Company  anticipates
that its working capital  requirements,  capital  expenditures  and debt service
requirements for the next twelve months will be satisfied  through a combination
of cash flow from  operations  and funds  available  under the Loan and Security
Agreement.

                                       10

<PAGE>


         Forward Looking Statements

         This report includes "forward looking statements" within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and section 21E of the
Securities Exchange Act of 1934, as amended.  Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable, it
can give no assurance  that such  expectations  will prove to have been correct.
Important  factors that could cause actual results to differ materially from the
Company's expectations are detailed periodically in the Company's SEC filings on
Forms 10-K and 10-Q. All subsequent written and oral forward-looking  statements
attributable  to the  Company  or persons  acting on its  behalf  are  expressly
qualified in their entirety by the Cautionary Statements.

                                       11

<PAGE>


         Part II          Other Information

         Item 6.          Exhibits and Reports on Form 8-K

              No reports on Form 8-K have been filed  during the  quarter  ended
              December  31,  1998.  Reference  is made to the  Company's  Annual
              Report on Form 10-K and the exhibits filed therewith. The exhibits
              filed as part of this form are listed below:


                    Exhibit No.                          Description
                    -----------                          -----------

                       27                                Financial Data Schedule

                                       12

<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                                                 CFP Group, Inc.
                                                              CFP Holdings, Inc.
                                                           Custom Food Products,
                                                                            Inc.
                                                            QF Acquisition Corp.

         February 5, 1998                                 /s/ Eric W. Ek
                                                          ----------------------
                                                          Eric W. Ek
                                                          Senior Vice President,
                                                              Chief Financial
                                                              Officer and
                                                              Secretary of
                                                              CFP Group,
                                                              Inc. And CFP
                                                              Holdings, Inc.
                                                              and its
                                                              subsidiaries